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Exio’s Divestiture Assessment Report
SAMPLE CO. Testing and Engineering
“Your logo here”
For the period ended 12/31/2015
Provided By
March 25, 2016 Disclaimer: The information included in the following comparative financial evaluation is presented only for supplementary analysis and discussion purposes. Such information is presented for internal management use only and is not intended for third parties. Accordingly, we do not express an opinion or any other form of assurance on the information.
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Executive Summary
Exio has assessed SAMPLE CO.’s business to determine if it is ready for a divestiture event. Our results indicate that SAMPLE CO. is not ready for divestiture at this time.
The overall Exio Score is 40 out of a possible 100 with 50 being average.
Current valuation is approximately $1.5M. This value is limited by some poor financial performance and poor key performance indicators. The most significant of these is net profitability but there are others that will give buyers reason for concern.
We believe that through a series of improvements, SAMPLE CO. will be able to achieve improved performance results which will increase the Exio Score to the range of 65 – 75. With said improvements the valuation range will improve to between $3.4M - $4.8M. Anticipated timeline is 18 – 24 months but very dependent on execution and results. If SAMPLE CO. is able to continue to grow top-line revenue in the process, additional upside potential exists.
SAMPLE CO. may choose to address these issues on its own or through a third party specialist. Exio does offer a unique Value Growth Incubator program. The Incubator program provides business owners guidance as well as monthly consulting services focusing specifically on growing the market worth of your company. Simultaneously, Exio employs its Market Maker solution to begin building a custom divestiture market for your business. This process can take 18 – 36 months. This is an intensive process designed to have ready and capable buyers who are able to meet your divesture expectations when you are ready to sell. Exio will be glad to provide additional details on this program with your permission. The following represents the results of our assessment study.
Table of Contents
Executive Summary ................................................................................................................................ 2
INTRODUCTION .................................................................................................................................. 3 MARKET DYNAMICS ..................................................................................................................................... 4 COMPETITORS ................................................................................................................................................ 4
Competitor 1 ..................................................................................................................................................... 4 Competitor 2 ..................................................................................................................................................... 5 Competitor 3 ..................................................................................................................................................... 5 Competitor 4 ..................................................................................................................................................... 5 Competitor 5 ..................................................................................................................................................... 5 Competitor 6 ..................................................................................................................................................... 5
ACQUISITION ACTIVITY .............................................................................................................................. 6 RECOMMENDATIONS ................................................................................................................................... 6
Exio’s Divestiture Readiness Assessment Report ................................................................................ 7
SAMPLE CO.’s ExioScore Dashboard ................................................................................................. 9 Exio Scoring Detail ............................................................................................................................... 10
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ExioTrends Score .............................................................................................................................................. 10 ExioAnalytics Score .......................................................................................................................................... 12 ExioSWOT Score .............................................................................................................................................. 13 Element Scoring ................................................................................................................................................ 13 Element Scoring ................................................................................................................................................ 15 ExioImpact Score Description ......................................................................................................................... 16 ExioImpact CVR and OVR Scores ................................................................................................................. 16
Exio Trends Score: Liquidity ............................................................................................................. 17
Exio Trends Score: Profits & Profit Margin ..................................................................................... 20 Exio Trends Score: Sales ..................................................................................................................... 22
Exio Trends Score: ............................................................................................................................... 23 Exio Trends Score: ............................................................................................................................... 25
Industry-Specific Performance Ratios ................................................................................................ 26 Raw Data ............................................................................................................................................... 28
Common Size Statements ..................................................................................................................... 29 Other Suggestions and Recommendations ......................................................................................... 30
INTRODUCTION
SAMPLE CO. Testing & Engineering has engaged Exio to assess their readiness for divestiture and identify areas of potential improvement in order to increase market value. SAMPLE CO. is a geoengineering and testing firm that provides expertise in evaluations of soil conditions for construction projects, as well as testing of a variety of building materials, fills and other construction challenges such as environmental issues. Exio evaluated SAMPLE CO.’s financial indicators, the market dynamics, and business specifics to provide a baseline of knowledge. Revenues are split approximately as follows: 65% Materials Testing 30% Geoengineering 5% Environmental Due to the technical nature of this industry, the most likely buyer for a firm of SAMPLE CO.’s size in this industry is a larger geoengineering firm looking for continued expansion in the Pacific Northwest or the Inland Northwest, versus an investor. Firms from out of the Pacific Northwest area may also view SAMPLE CO. as an opportunity to enter this market if growth is expected to continue.
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MARKET DYNAMICS Geoengineering services provide knowledge for their clients to help them avoid problems, solve problems and increase success of the final project, as well as reduce the time required for completion. Quite literally, geoengineering services exist to save money and improve success rates.
The factor for success in providing these services is a sweet spot where enough testing and data is acquired to minimize the risk of an unforeseen soil or material condition, but no excessive testing that makes the bid proposal uncompetitive. Arriving at that sweet spot depends directly on the geoengineering firm’s experience in designing efficient solutions well matched to the project and specific conditions. More to the point, it depends upon experienced employees with the judgement to match testing needs to an unknown underground condition, in order to make it known and certain to the client.
COMPETITORS Many competitors exist in the space – including some national and international in size. Each competitor seeks to win projects based on a set of skills, and nearly all projects seem to require similar common skills on the testing side of the business. In geoengineering and environmental functions, each project presents more diverse needs that also require a higher skillset. Geographically, these projects are literally all over the map – from urban commercial buildings to remote power stations or dams miles from paved roads. Since the work often requires geoengineering personnel be present several times a day at the jobsite, many projects require either local personnel, or onsite living arrangements. These travel expenses are customarily paid by the client as a pass through.
Competitor 1 150+ Offices coast to coast, employee owned, 8 in SAMPLE CO.’s area: • Seattle - API Argus Pacific Training and Consulting – Environmental hazards training and
consulting since 1997. Very recent acquisition by Terracon. • Mountlake Terrace – RGA Was Zipper Zerman until 2005. Also RGA Environmental
acquired in 2014 and housed here. RGA brought environmental consulting, litigation and hazard avoidance, adding to the office’s offerings of Environmental, Geotechnical, Materials Testing. RGA was 3 offices when acquired – Irvine, San Francisco and Seattle.
• Tacoma – Office was Zipper Zerman until 2005. Environmental, Geotechnical, Materials Testing. Recently added Materials Testing and Special Inspections.
• Portland – No information, but likely former Zipper Zerman office. • Boise – 17 employees, Environmental, Geotechnical, Materials, Special Inspections and
mentions ground penetrating radar assessment. Site says they subcontract out their drilling for greater cost effectiveness.
• Bozeman, MT – 3 employees, since 2006, branch of Billings, MT office. 80% of billings from geotechnical, 10% Environmental, 10% Materials Testing. Maintain a field office in Ennis, MT near a dam that has been a years-long project. Also support other Terracon offices in surrounding states and refers to “Rocky Mountain Division” – possibly a Terracon internal reference.
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• Billings, MT – 18 FT employees, plus 2-5 seasonal, since 1994. Have a high torque CME55 drill rig and do all their drilling in-house.
• Great Falls, MT – 1991 was NTL, joined Terracon in 2008. Geotechnical, Environmental, Materials Testing, Facilities.
Competitor 2 Since 1961. Employee owned, global leader with current expansion efforts into Canada and Australia. Top 100 in many specific geoengineering fields, recent focus seems environmental and data management. Two locations near SAMPLE CO.: Portland, OR and Seattle, WA. Little local office information available.
Competitor 3 7 locations with all near SAMPLE CO.: Boise, ID – Headquarters. Since 1994. Have strong mission statement on website, and have an E-Report portal as well. Seven offices: Boise, ID, Walla Walla, WA, Ontario, OR, Idaho Falls, ID, Hailey, ID, Pocatello, ID, Twin Falls, ID. Impressive project list, but short on details.
Competitor 4 Seattle - Headquarters. Since 1999, employee owned, 363 employees at 16 locations in the US; with 11 near SAMPLE CO.: Seattle, WA, Redmond, WA, Bellingham, WA, Tacoma, WA, Spokane, WA, Pendleton, OR, Bend, OR, Portland, OR, Salem, OR, Boise, ID. By far the best website, with an impressive enterprise presence, long project list, and comprehensive service offering. Deep knowledge of newer technology and the number of projects involving large disaster cleanups (landslides, washouts, spills) and environmentally sensitive areas (new river course for fish habitat) says they are a “go to” firm when clients need fast response. Electronic reporting. They build software solutions for the industry as well – SmartMine, and Avian Audit for wind farms. The latter automatically generates federal compliance reports. They clearly have invested heavily in leading edge geotechnology equipment. Interesting that they offer “Pre-planning” engagements. Probably helps greatly in landing projects by knowing details in advance of competition.
Competitor 5 Boise – Headquarters. Since 1974. 13 locations in Pacific NW (had 10 in 2011), with 9 near SAMPLE CO.: Boise, ID, Coeur d’Alene, ID, Idaho Falls, ID, Missoula, MT, Pocatello, ID, Pullman, WA, Spokane, WA, Tri-Cities, WA, Twin Falls, ID. Bought CE&MT in 2011. Poor website, with excessive small plain text blocks, typos, and variable resolution from page to page. Video of COO not well edited and ends with an awkward freeze frame on his face. Not a lot of specifics on service offerings. Their offices seem to be low overhead arrangements. I called a few and got a mix of STRATA messages, and personal technician messages.
Competitor 6 Since 1997. 255 employees in 2005, 6 locations with 2 near SAMPLE CO.: Hayden, ID and Boise, ID. The Hayden office opened in 2012, Boise in 2004. Poor website with limited functionality and each office appears to have written their own description with little guidance. A scrolling notice advertises they are hiring at several offices.
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ACQUISITION ACTIVITY Large geoengineering firms have a very strong history of acquisition. The high levels of acquisition are likely due to the industry’s highly codified nature. In many senses of the word, the geoengineering field is similar to a comparative field like Accounting, where the tasks of the Chicago office are very similar to the Atlanta office in that they both conform to published standards in cookie cutter fashion. In both fields, acquiring a competitor’s office is the lowest risk way to expand. A buyer’s existing geoengineering managers will already know how to run a competitor’s offices because both offices have the same test manuals and engineering books on their shelves. So, acquiring a competitor’s office has the advantage of similarity in tasking, knowledge base and client type. Even buying a barely profitable office means it is already covering its costs, compared to starting a completely new office which may mean 12 months or more of red ink.
National geoengineering firms continue to acquire regional players, and international firms continue active acquisitions as well. One thing we did not see, is larger firms using acquisition to get into the newer fields of geoengineering, such as wind and alternative energy, or software solutions. It appears that the larger firms are using their financial muscle to develop the geoengineering expertise for these emerging technologies to capitalize on the growth and higher margins, rather than smaller firms developing it and being acquired. We are likely to continue seeing larger firms in this industry using their capital to innovate, and then pushing the skills out into field offices of their own “brands”. The advantage of size seems to accrue via the individual offices being able to draw upon the larger skillset of the overall company in winning contracts in the first place, then successfully executing them with stronger processes.
RECOMMENDATIONS SAMPLE CO. may consider moving their product mix in favor of performing more geoengineering and environmental engineering as these are likely more profitable parts of the market due to the greater reliance on management experience. Exio found that profits of companies of this type sold recently were higher for firms specializing in geoengineering and environmental projects. These types of projects may also make better use of SAMPLE CO.’s management experience due to the higher skills needed. Growth on this basis may be more challenging due to longer sales cycles, but will likely result in higher profitability and higher market value.
It may make sense to make an investment in electronic reporting tools and project management software to be compatible with similar advances in construction management on the client side and capture efficiencies. Even smaller construction companies appear to be adopting this software to ensure compliance and tracking, and it appears moving toward a de facto standard as costs come down. In a future acquisition, reducing the need for a larger buyer to integrate systems or paperwork with SAMPLE CO. would add value, so an industry standard approach makes sense. As a side benefit, it will be easier to track project activities at field offices.
Exio recommends that SAMPLE CO. become more involved in tracking what happens in quoting and project management at all offices. Particularly given the amount of risk the
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investment represents. Some new employee incentive programs might make sense to capture employee efficiencies and drive a higher profit margin. We deliberately stopped short of recommending any employee-owned strategy, though several larger competitors are organized this way. We’re not sure how well it would work for a smaller company of your size.
The SAMPLE CO. SOQ had some terrific client comments that reflected very well on the business and its reputation. We recommend these to be added in high visibility fashion to the company’s website. Client testimonials are effective and you have some great ones to use.
Exio discussed recommending that SAMPLE CO. consider developing a skill set that sets them apart from competitors and adds value to clients. Identifying a specific tactic here is beyond the scope of an initial assessment and requires the deep intimate knowledge contained within SAMPLE CO.’s management team and years of experience to identify and hone. In a future acquisition, the benefit would be both increased profits and an enhanced reputation for innovation and client focus.
We also feel that there may be an approach to the Umatilla and Meridian office operations that would place them in better perspective to the market. To bring SAMPLE CO. to market sooner, it may make sense to carve out the financials of these offices to show how SAMPLE CO.’s core operations would look without these one-time or unusual expenses. Buyers would then have an accurate perspective on normalized profitability to work with.
If SAMPLE CO. were to go to market today, buyers would count the low net profits against its valuation. Upon closer examination, such as in diligence, the individual profitability of each office would also bring questions to bear on the efficacy of these operations.
SAMPLE CO. has some strengths to use in positioning the company for acquisition. In this business, local and regional knowledge are valued. SAMPLE CO. has a lot of experience in the area to offer clients in seeking new business, that also benefits a potential buyer. Preparing a comprehensive project and location list of historical projects may help a potential buyer fully grasp this. In addition, SAMPLE CO. also enjoys a strong reputation in the industry. Client quotes and other input including social media ratings are a great way to capture a company’s reputation and image.
Your Comprehensive ExioScore: 40% (50% is average for industry and region)
Exio’s Divestiture Readiness Assessment Report
The Exio Assessment Report provides you with a financial and divestiture readiness analysis, and can be used to improve your company’s business performance or to optimize your business for divestiture. The ExioScore represents a formal, proprietary scoring of your business in its current state, and provides comparisons with like companies in your industry. The score assists with optimizing your valuation. This report includes subsections, including:
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v ExioTrends: summarizes your financial positioning compared with five critical industry assessment categories.
v ExioAnalytics: highlights Company-vs-Industry Key Performance Indicators (KPIs). The KPIs provide quantitative results and Exio recommendations for the optimization of your valuation.
v ExioSWOT: which provides a summary of more subjective influences such as deal structure, employees, partners, real-time market activity, and Pearls (unique differentiators).
v ExioImpact: provides a target for value optimization. This can be affected by how you choose to act on your pre-divestiture KPI refinement options.
v Appendices: Exio summarizes your preferences for deal structure and other attributes necessary to position the company for divestiture and includes the financial data that has been provided by you (as a baseline for Exio assessments).
Thoughts to Keep in Mind
Understanding the Context of the Exio Assessment Report: After absorbing the information in this report, Exio suggests reviewing the following actions in preparation for a future transaction event to sell all or a portion of your business through an asset or stock transaction.
v Ensure you have a solid understanding of what you need to work on to optimize your business’s valuation.
v Determine how much time and effort will be required to shore up the scoring in each area. v Prioritize the actions you want to take based on your internal analysis. Consult with Exio where
you feel it is appropriate. v Determine how your ExioScore impacts your calculus and decision-making regarding divestiture. v Based on your current ExioScore and your assessment of the preceding steps, we will recommend
a course of action for you and your company. Options may include: Ø If a transaction is imminent, engaging Exio to assist with your Divestiture Portfolio
Preparation (Valuation Optimization and Listing Preparation). Ø If a transaction is more than a year away, work on your own or with Exio to take the necessary
steps to prepare for an optimal divesture. Exio offers a Value Incubator program that guides you in this process. We prioritize for you the actions that will bring you the greatest return and begin to capture your story and prepare the market for your eventual arrival.
Ø Absorb your ExioScore, consider your options, and contact Exio or another party at a later date. Divestiture is not a casual event. Preparation, execution, and follow-through can impact your return by as much as 50%. You should take divestiture as serious as a heart attack.
v Have this discussion with Exio to determine what is best for you.
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SAMPLE CO.’s ExioScore Dashboard
ExioTrends Score: 43% 25% Weighting Needs improvement
ExioAnalytics Score: 33% 35% Weighting Needs improvement
ExioSWOT Score: 45% 40% Weighting Slightly below avg.
Overall ExioScore: 40% Readiness Factor: Needs improvement
ExioScore Weighting Description: Exio uses proprietary algorithms to assign a weighting factor to each of your normalized category scores (above). The weighting factors are used to calculate your Overall ExioScore. Your score represents Exio’s opinion of how well the market will receive your business. A high score will attract more buyers at a higher price. A low score will attract less buyers and at a lower price.
v ExioTrends Score: This is most relevant for businesses where historical trends are important in depicting industry performance cycles. It represents how your business is trending relative to the five major measures of business health when compared to others businesses in your industry.
v ExioAnalytics Score: This category is appropriate for businesses where current financial Key Performance Indicators (KPIs) establish your position in the market relative to benchmark goals. Several KPIs are considered individually and their combined score is a measure of your business in the eyes of the market.
v ExioSWOT Score: This analysis is appropriate for businesses where non-financial analytics are critical to capture and present the preference and subjective value contained in your business. Exio analyzes these subjective criteria to determine where you are strong, weak, at risk and primed for potential. We then weight and score these as a group in a team debate session to give you our collective professional opinion.
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ExioImpact Score: 85% Opportunity
v ExioImpact Score: This is not part of the overall score. The ExioImpact score stands alone and is a measure of how much upside potential exists if you effectively improve the other Exio Scoring elements prior to going to market. It represents the potential increase in market value for your business.
Exio Scoring Detail
SAMPLE CO. Testing and Engineering industry criteria:
Industry: NAICS Code = 541380 – Testing Laboratories. We also reviewed NAICS Code 541330 – Engineering Services. Where it made sense, we’ve included data from both.
Revenue: $1M -‐ $10M range
Periods: For these calculations we considered your most recent 12 months against the same 12 months from the previous year.
ExioTrends Score (42.7%): The ExioTrends Score displays a high-level assessment of your company’s financial positioning compared with your specific industry and region. Both historical trends and quantitative data points are used to establish a score. Each score is normalized to represent a percentage on a 0% - 100% scale. Exio uses a custom weighted average to determine a final percentage. The categories include: v Liquidity: A measure of the company's ability to meet obligations as they come due.
v Profitability: A measure of whether the trends in profit are favorable for the company.
v Sales: A measure of how sales are growing and whether the sales are satisfactory for the company. v Borrowing: A measure of how responsibly the company is borrowing and how effectively it is. v Assets: A measure of how effectively the company is utilizing its gross fixed assets.
The graph that follows shows how SAMPLE CO. measures up for industry code 541380 – Testing Laboratories.
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The difference in the two charts is an indication that Engineering Services companies have greater liquidity than Testing Laboratories companies as a rule.
Needs improvement About average Doing well
Needs improvement About average Doing well
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ExioAnalytics Score (33.3%): The ExioAnalytics Score displays critical Key Performance Indicators (KPIs), using financial metrics to compare your company with industry and regional competition. Quantitative data points derived from your historical financial performance are used to establish this score. Taking the individual scores and applying the following values calculate your ExioAnalytics Score: Green: 5 = Company metrics in green are within the top 20% of the industry. Black: 3 = Company metrics in black are average within the industry. Red: 1 = Company metrics in red are within the bottom 20% of the industry.
Each score is normalized to represent a percentage on a 0% -‐ 100% scale. The primary KPIs include:
ExioAnalytics Scoring Summary (Industry Financial Data and Ratios)
Industry Data (Number of Financial Statements)
Industry-‐Specific Key Performance Indicators (KPIs)
2015 2000-‐Present
Rent to Sales 3.90% (5) 3.70% (242)
Billing Multiplier $3.27 (16) $3.21 (692) Advertising to Sales Not Provided 0.60% (205) Utilities to Sales Not provided 1.10% (126) Revenue per Employee Not provided $110,312 (172)
Financial Metric Company
Data Recent 12 Months
(23)
Distance from Industry
2015 (25)
2000-‐Present (744)
Current Ratio 2.85 5.33 -‐47% 5.29 2.82 Quick Ratio 2.18 3.83 -‐43% 3.87 2.30 Gross Profit Margin 57.49% 72.33% -‐21% 72.40% 67.96% Net Profit Margin -‐0.15% 3.94% -‐104% 4.96% 6.95% Accounts Receivable Days 52.53 66.30 -‐21% 68.50 61.80 Accounts Payable Days 15.36 70.81 -‐78% 82.41 57.00 Interest Coverage Ratio 3.29 11.32 -‐71% 11.13 13.54 Debt-‐to-‐Equity Ratio 1.41 1.81 -‐22% 1.74 2.48 Return on Equity -‐1.06% 61.61% -‐102% 58.31% 43.27% Return on Assets -‐0.44% 25.95% -‐102% 25.83% 22.89% Gross Fixed Asset Turnover 3.28 2.97 10% 2.90 2.69 Profit per Employee -‐-‐ $4,875 -‐-‐ $4,875 $18,151 Sales Growth 6.00% 2.06% 191% 2.06% 8.54% Profit Growth -‐104.08% -‐13.03% -‐699% -‐13.03% 20.06%
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ExioSWOT Score (46.8 and 43.0 averages to 44.9% combined SWOT score): The ExioSWOT Score is based on a series of Strengths-‐Weaknesses-‐Opportunities-‐Threats (SWOT) analyses that capture the non-‐quantitative, non-‐financial strategic and subjective elements of your company. Each score is assessed by Exio based on proprietary assessments, and normalized to represent a percentage on a 0% -‐ 100% scale. The categories are listed below with Exio’s comparative weighting specification and definition:
Business Model Differentiators SWOT:
Element Scoring Business Model Differentiators
Weight Score Notes Weighted Score
Business Vision 10% 35 Seems content to stay in their lane of services and region. Vision lacks scope for growth and competitive advantage.
3.5
Internal Factors
External Factors
Negative
Factors
Positive Factors
S Strengths
• Integrity, reliability, responsiveness to customers
• Strong customer reladonships
• Pracdcal soludons with cost savings
W Weaknesses
• Weak expansion execudon
• Limited sales ability • Low profitability • No IP Protecdon • Paper methods
O Opportunides
• Growth potendal exists as market booms
• Business development • Broaden reladonships • Reduce overhead costs • Develop compeddve adv.
T Threats • Employees hold keys to reladonships
• Compedtors underbidding • Not recession proof • Large compedtors
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Business Model Differentiators
Weight Score Notes Weighted Score
Lead time and Expertise 15% 65 Integrity, reliability, responsiveness, and customer service excellence (80). Expertise more practical than theoretical and overall average in the industry (50).
9.8
Market Positioning 20% 45 Lags behind the national firms. Not known outside their regional market. Customer retention is good but risky.
9.0
Market Expansion and Control Potential
12% 55 Tied closely to geography and relationships. Able to identify opportunities but has had difficulty effectively executing. Marked above average because we believe the potential exists if the execution is fixed.
6.6
FTE vs. Contractor Labor Limitations
8% 40 Appears to use full time labor with little or no use of contract labor. That creates limited flexibility in the labor force.
3.2
Capital and Employee Expansion Capability
15% 45 Challenges hiring the "right people" at the "right time." No noticeable limitations on equipment lead time.
6.8
IP and Methods Protection & Exposure
20% 40 No custom methods or proprietary process have been identified thus far. Nothing that would set them apart.
8.0
Total 46.8
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Operational Model Differentiators SWOT:
Element Scoring Operational Differentiators Weight Score Notes Weighted
Score Culture and Values 10% 80 Culture and values are excellent. Wholesome desire to
give employees resources and authority to be successful.
8.0
Personnel 20% 50 Varies by time and location. There are challenges finding the right resources for the work and for the client relationships. Exio is questioning if there has been an over staffing condition and if the appropriate resources have been utilized that match cost/benefit analysis.
10.0
Process Differentiation 17.50% 30 None identified. 5.3
Internal Factors
External Factors
Negative
Factors
Positive Factors
S Strengths
• Culture supports employees
• Pracdcal experience • Quick response dme
W Weaknesses
• No economies of scale • High cost of expansion • Lack of unique methods or
services
O Opportunides
• Electronic records • Centrally located services • Less infrastructure for
expansion • Develop unique product
or service offering
T Threats • Loss of key employees • Lack of labor flexibility • Lack of cash for expansion
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Operational Differentiators Weight Score Notes Weighted Score
Knowledge Differentiation 17.50% 50 While some may have more PhD type knowledge, it comes with a cost. SAMPLE CO. has practical knowledge and uses it to save clients’ money. We offset these against each other to come up with just an average score.
8.8
Operational Expansion Ability
10% 20 Losses in the two recent expansions is evidence enough to suggest that there is room for improvement.
2.0
Current Sales Capability 10% 30 Strong within existing customer base due to strong relationships. Limited abilities to acquire new customers. No evidence has surfaced to indicate a strong sales process exists.
3.0
Client Pool Risk 15% 40 Good relationships but those are tied to individual employees. If the employee leaves, the client pool association with that employee is at risk.
6.0
Total 43.0
ExioImpact Score Description Exio provides you with a Current Valuation Range (CVR), which represents our best estimate of what your company is worth in today’s market in its current state. In addition to the business information you have provided us, we utilize current market data such as recent divestiture and acquisition activity, industry health scores and trends, and regional adjustments, and then we add our proprietary analysis. Potential buyers will typically have some market information from which they will have a price point in mind. The CVR provides you with a starting point to establish a basis from which you can determine your pricing and terms strategy, assuming you choose to move forward with divestiture. You and the market will ultimately determine a price point and terms that may be mutually agreeable by navigating through due diligence and negotiation. It is important to note that the CVR is just an estimate. Exio has only been provided a minimum of information and we have only conducted a small amount of research on your business and this market. In order to come up with a higher integrity valuation number, a lot more work will have to be completed. Nevertheless, we consider it a reasonable estimate from which to begin discussions. The good news is that most companies can improve their valuation by shoring up targeted Key Performance Indicators (KPIs), properly and professionally positioning their business, accessing pre-‐flighted financing, and having access to the right group of qualified buyers. This is where Exio’s Divestiture Portfolio process comes into play. The Assessment Report includes the Current Valuation Range (CVR) and a potential Optimized Valuation Range (OVR). Exio calculates the OVR based on a scenario in which your actual KPI scores are improved to an excellent status, and addresses other critical positioning issues. This allows you to see how much you might increase the valuation range if you proceed with Exio’s Stage 2 process and Exio’s recommended changes. In short, the Assessment Report provides you with your CVR and OVR data points. With this information, you can begin to assess your approach to a future divestiture – by making business tradeoffs between the steps necessary for you to optimize your company’s valuation and the time and investment you will need to complete this process.
ExioImpact CVR and OVR Scores: An increase in potential valuation of $2,600,000 provides you with an ExioImpact score of 85% (as a result of a 175% increase in potential valuation).
v CVR Score: High Valuation: $1.65 million
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Median Valuation: $1.49 million
Low Valuation: $1.33 million
Based on your company’s positioning and performance, the CVR Median Valuation above represents the expected valuation of your business, given the state of the market in your industry. For our assessment readiness reports, we don’t perform a full valuation analysis. We did compare your business’s financial numbers to fifteen other businesses that have had a successful transaction in the same industry in recent years. We compared their multiples at the time of the transaction to your current business multiples for an estimate of market value known as an “opinion of value.” The companies we compared you with were other Engineering Firms and Testing Laboratories with sales between $1M and $10M annually that were in the US and profitable. Then we looked at gross sales, gross profits, net income, EBIT and EBITDA as primary indicators. The price they transacted at relative to these numbers and ratios is a good indication of how the market will value your business when it comes to market. Due to your recent decline in profitability, the market will suppress the price. However, we believe that you have some good opportunities to grow revenues and improve bottom line performance. If successful, this will greatly improve your company’s worth in the eyes of the marketplace.
v OVR Score: High Valuation: $4.8 million Median Valuation: $4.1 million
Low Valuation: $3.4 million
Improving your company’s positioning and performance will have an impact on your company’s valuation. The OVR Median Valuation above represents an expected transaction value, assuming the following:
1. The higher valuation range is based on improving your company’s positioning and KPI performance to an excellent status. This will likely take time and investment, depending on the areas we identified as below average and needing improvement.
2. We don’t usually see this large of a gap between the OVR and CVR ranges but your circumstances are rather unusual. You have shown revenue growth potential but have not been able to capitalize on that growth to generate profits. We think that with the correct adjustments you can overcome these recent challenges and successfully expand and maintain profitability. As discussed previously, actual valuation within the market place will depend on a number of factors, including criteria such as financing availability, competitive responses, divestiture terms, and timing.
3. Exio’s Stage 2 Divestiture Portfolio process performs additional valuation methodologies with a more vigorous analysis. The products of stage 2 include: The Divestiture Portfolio, a comprehensive go-‐to-‐market plan, a marketing video that showcases your business, the Ultimate Listing that tells your unique story, and all the due diligence documents for the virtual document room.
Exio Trends Score: Liquidity 79%
A measure of the company's ability to meet obligations as they come due.
Operating Cash Flow Results The company’s operating cash flow is down relative to sales this period, although it remains at a moderate level. This may not be cause for too much concern as overall liquidity results are still quite solid (this will be discussed in more depth below). However, it may be helpful to monitor future profit and cash flow results more closely.
General Liquidity Conditions Liquidity indicators have drifted down this period in all major areas, possibly due in part to the net profit loss that was incurred. Net profitability will be discussed in the next section, but for now it should be noted that net losses can hurt every other area of this report. In fact, net losses tend to affect liquidity barometers most rapidly. There are several reasons for this.
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First, profits fund current asset accounts over time. Second, liquidity itself is a volatile number that changes from day to day. Weak Income Statement numbers find their way to the Balance Sheet quickly.
Despite the drop in liquidity, the company's position remains good. If you can reverse the profit results in the future, the company should be in good shape in this area. What does "good" mean? It means that the company has plenty of current assets relative to obligations. There is also a solid composition to the liquidity base, which generally means that the company seems to have enough highly liquid assets within the current asset base.
The company's accounts receivable days and accounts payable days are in line with industry averages this period. Accounts receivable days measures the company's performance in collecting receivables while accounts payable days is a rough approximation of how long it takes the company to meet vendor obligations. Both of these liquidity turnover ratios can have a significant impact on the cash account over time.
Tips for Improvement Liquidity is a challenge that is never solved. You might consider the following actions to maintain or improve conditions over time:
• Monitor the impact tax payments may have on cash. Keep enough money aside to be able to meet future tax obligations based on earnings.
• Speed up the billing of customers (even three days earlier each month) in order to accelerate the collection process which can significantly improve the firm’s cash position. Firms often are not as disciplined in their billing timeliness as they should be.
• Monitor the amount of money that is being used for activities unrelated to the business. An example could be money taken out of the business on draws to principals.
• Monitor invoicing procedures to help ensure correctness. Nothing will delay payment from a customer more than sending out an incorrect invoice. This will extend Accounts Receivable and hurt cash flow.
LIMITS TO LIQUIDITY ANALYSIS: Keep in mind that liquidity conditions are volatile, and this is a general analysis looking at a snapshot in time. Review this section, but do not overly rely on it.
Generally, this metric measures the overall liquidity position of a company. It is certainly not a perfect barometer, but it is a good one.
Watch for big decreases in this number over time. Make sure the accounts listed in "current assets" are collectible. The higher the ratio, the more liquid the company is. The “Real Time” number here and in the charts below represents all the data we have on this industry
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which is updated daily. For reference, the Real Time value for NAICS code 541330 - Engineering Services is 3.51 which puts SAMPLE CO. in a worse position.
This is another good indicator of liquidity, although by itself, it is not a perfect one. If there are receivable accounts included in the numerator, they should be collectible. Look at the length of time the company has to pay the amount listed in the denominator (current liabilities). The higher the number, the stronger the company. With all of these charts, the trend direction is important. The Real Time
data for Engineering Services is 2.98.
This number reflects the average length of time between credit sales and payment receipts. It is crucial to maintaining positive liquidity.
The lower the better.
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This ratio shows the average number of days that lapse between the purchase of material and labor, and payment for them. It is a rough measure of how timely a company is in meeting payment obligations. Lower is normally better. Accounts Payable Days for Engineering
Services companies is lower at 32.02.
Exio Trends Score: Profits & Profit Margin 24%
A measure of whether the trends in profit are favorable for the company.
SAMPLE CO.’s net profitability is currently weak as compared to other similar companies. This can be seen specifically in the graph area of the report. What may be particularly concerning here is that net profitability has actually fallen from last period.
If the company can continue to raise sales while controlling the cost of sales, it should be able to do better in the future. However, keep in mind that direct costs rose relative to sales this period (gross profits did not increase proportionally as sales increased). At this point, there may be little value to increasing sales if the company cannot push the increased volume to the bottom line. It is important to understand the big picture in this area, because weak profitability over the long run can lead to problems with cash flow and general returns.
Tips for Improvement Given results in this area of the report, SAMPLE CO. might consider the following to improve performance over time:
• Examine key elements (such as labor and materials/supplies) more carefully. Look for ways to cut expenses without compromising what the customer receives and perceives as valuable.
• Since a large portion of the revenue was pass-through expenses, how does the business perform without that component? Are the expense pass-throughs driving profits up or down? It’s important to be sure when it represent such a large share.
• Generate accurate financial reports on a timely basis -- within 40 days of the end of the financial period. This will help ensure the usefulness of the data for examination purposes. Good financial reports are the backbone of management decisions.
• Carefully reevaluate your expansion methodology. Look for ways to minimize startup costs in new locations. People and equipment should only be added once the sales
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exist to pay for them. • Consider consolidation of services that will be able to scale easily to accommodate
growth and increase profits in the process.
This number indicates the percentage of sales revenue that is not paid out in direct costs (costs of sales). It is an important statistic that can be used in business planning because it indicates how many cents of gross profit can be generated by each dollar of future sales. Higher is normally better (the company is more efficient). Trending in the wrong direction is a concern especially when below the
benchmark. Gross Profit Margin is very similar for Engineering Services.
This is an important metric. In fact, over time, it is one of the more important barometers that we look at. It measures how many cents of profit the company is generating for every dollar it sells. Track it carefully against industry competitors. This is a very important number in preparing forecasts. The higher the better. Not much needs to be said. This has to be fixed. We suggest a thorough review that considers all aspects of the business. A few changes in key places get you to 4% but we would be shooting for 7% or more. There
are companies in this space that are achieving 9% and 10% net profit. Real Time data for Net Profit Margins is slightly higher at 7.15.
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This metric shows G & A payroll expense for the company as a percentage of sales below the benchmark but above the industry data.
This metric shows total payroll expense for the company as a percentage of sales. It’s trending the wrong direction. With growth in revenue it should be trending down. Exio would like to take a look at payroll allocation to see what percent is going to Engineering and
what percent is going to Testing. We think it might be worthwhile to track those costs and revenues separately if you aren’t already doing so.
Exio Trends Score: Sales 78%
A measure of how sales are growing and whether the sales are satisfactory for the company.
Most managers are fairly aware of sales trends -- they generally know whether sales are increasing or decreasing at a given point in time. This company's sales are higher this period, which is clearly a good result. The company increased its fixed asset base this period as well. Managers may want to investigate whether this fixed asset purchase drove the sales increase, or if other factors were at work here.
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This data is based on the two most recent available periods.
Exio Trends Score: Borrowing 16%
A measure of how responsibly the company is borrowing and how effectively it is managing debt.
It is very difficult to establish cause and effect relationships. Clearly, total debt rose significantly this period. At the same time, net profitability (in dollars) fell. The bottom line is that the company added significant debt, which has not helped leverage more success in the form of profitability, at least as of yet. This is not a favorable trend, especially if it continues in the future. Until profitability improves, it may be best to be rather cautious about adding more debt to the books. This analysis holds for both short-term and long-term debt. Even though short-term debt usually carries less risk, all borrowing should lever profitability over time.
Another disturbing event is that net margins fell, as mentioned previously. Over the short term, it is acceptable to lose a little efficiency while adding debt. However, over the long term, even debt should improve profitability and profit margins.
Given that the company has not received the best overall score in this area of the report, it is not surprising to notice that its coverage ratios are soft, which is of interest to both creditors and investors alike. The company may need to generate additional earnings to avoid these troubles in future periods. Since managers are using a fair amount of debt, this area should be explored further.
There is always room for improvement in overall debt management strategies. The company should check to make sure that it is in compliance with its loan agreements -- the loan "covenants" regarding financial benchmarks that need to be met. Another action to take is good income and cash forecasting which shows how profitability and cash will change with different levels of debt.
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This ratio measures a company's ability to service debt payments from operating cash flow (EBITDA). An increasing ratio is a good indicator of improving credit quality. The higher the better.
This Balance Sheet leverage ratio indicates the composition of a company’s total capitalization -- the balance between money or assets owed versus the money or assets owned. Generally, creditors prefer a lower ratio to decrease financial risk while investors prefer a higher ratio to realize the return benefits of financial leverage. Real Time Debt to Equity Ratio is lower for Engineering Services
companies at 1.44. This puts SAMPLE CO. very close to exceeding that mark.
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This ratio measures a company's ability to repay debt obligations from annualized operating cash flow (EBITDA).
Exio Trends Score: Assets 13%
A measure of how effectively the company is utilizing its gross fixed assets.
The company added some fixed assets but profitability actually decreased from last period. This is interesting, because fixed assets are in place to improve profitability over time. Also, asset additions should ideally leverage better margins over the long run -- fixed assets should improve efficiency, which is measured by the net margin. Right now, the company is not accomplishing these goals with its existing asset base.
The company seems to be doing a poor job of managing its assets. Notice that the company generated a relatively poor return on assets and equity this period, which is a negative result for investors and creditors. It may be important for the company to improve this area in the future, because assets generally are costs that the company expects to get monetary benefit from.
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This measure shows how much profit is being returned on the shareholders' equity each year. It is a vital statistic from the perspective
of equity holders in a company. The higher the better.
This calculation measures the company's ability to use its assets to create profits. Basically, ROA indicates how many cents of profit each dollar of asset is producing per year. It is quite important since managers can only be evaluated by looking at how they use the
assets available to them. The higher the better. Trending downward and well below the industry’s real-time average.
This asset management ratio shows the multiple of annualized sales that each dollar of gross fixed assets is producing. This indicator measures how well fixed assets are "throwing off" sales and is very important to businesses that require significant investments in
such assets. The higher the ratio, the more effective the company's investments in Net Property, Plant, and Equipment are. Real Time data for Engineering Services companies is at 8.81. This is not a surprise since engineering services companies are less asset intensive.
Industry-‐Specific Performance Ratios
What are the Key Performance Indicators for the business? This section of the report provides Key Performance Indicators (or KPIs) for the business being analyzed, and they are specific to the business's industry and revenue. We can track these KPIs over time and compare them to the industry averages to identify areas where the business might be able to improve operations.
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Billing Multiplier = Sales / Direct Labor
Rent to Sales = Rent / Sales Rent to Sales for Engineering Services companies is at 3.42.
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Raw Data
Income Statement Data 12/31/2013 12/31/2014 12/31/2015
Sales (Income)
$5,187,993 $6,007,236 $6,367,751
Cost of Sales (COGS)
$2,150,080 $2,495,285 $2,706,719
Depreciation (COGS-related)
$0 $0 $0
Direct Materials
$644,813 $780,249 $746,816
Direct Labor
$1,505,267 $1,715,036 $1,959,903
Gross Profit
$3,037,913 $3,511,951 $3,661,032
Gross Profit Margin
58.56% 58.46% 57.49%
Depreciation
$105,852 $106,895 $123,475
Amortization
$0 $0 $0
Overhead or S,G,& A Expenses
$2,750,993 $3,155,099 $3,506,574
G & A Payroll Expense
$1,659,367 $1,866,161 $2,144,071
Rent
$99,306 $154,640 $183,684
Advertising
$0 $0 $0
Salaries & Wages
$0 $0 $0
Utilities
$0 $0 $0
Other Operating Income
$0 $0 $0
Other Operating Expenses
$0 $0 $0
Operating Profit
$181,068 $249,957 $30,983
Interest Expense
$62,487 $24,530 $49,926
Other Income
$188,897 $5,709 $30,947
Other Expenses
$107,984 $4,724 $21,239
Net Profit Before Taxes
$199,494 $226,412 ($9,235)
Adjusted Net Profit Before Taxes
$199,494 $226,412 ($9,235)
Net Profit Margin
3.85% 3.77% -0.15%
EBITDA
$367,833 $357,837 $164,166
Taxes Paid
$0 $0 $0
Extraordinary Gain
$0 $0 $0
Extraordinary Loss
$0 $0 $0
Net Income
$199,494 $226,412 ($9,235)
Balance Sheet Data 12/31/2013 12/31/2014 12/31/2015
Cash (Bank Funds)
$234,784 $323,835 $186,353
Accounts Receivable
$924,698 $1,020,269 $916,424
Inventory
$0 $0 $0
Other Current Assets
$177,488 $298,512 $340,011
Other Current Assets 1
$0 $0 $0
Total Current Assets
$1,336,970 $1,642,616 $1,442,788
Gross Fixed Assets
$1,657,810 $1,811,353 $1,939,513
Accumulated Depreciation
$1,134,749 $1,215,561 $1,308,799
Net Fixed Assets
$523,061 $595,792 $630,714
Gross Intangible Assets
$29,729 $29,729 $29,729
Accumulated Amortization
$214 $342 $470
Net Intangible Assets
$29,515 $29,387 $29,259
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Balance Sheet Data 12/31/2013 12/31/2014 12/31/2015 Other Assets
$0 $0 $0
Total Assets
$1,889,546 $2,267,795 $2,102,761
Accounts Payable
$88,368 $133,461 $113,893
Short Term Debt
$0 $113,231 $0
Notes Payable / Current Portion of Long Term Debt
$174,652 $42,089 $161,479
Other Current Liabilities
$196,690 $216,390 $231,498
Total Current Liabilities
$459,710 $505,171 $506,870
Notes Payable / Senior Debt
$0 $243,001 $724,565
Notes Payable / Subordinated Debt
$0 $0 $0
Other Long Term Liabilities
$0 $0 $0
Total Long Term Liabilities
$0 $243,001 $724,565
Total Liabilities
$459,710 $748,172 $1,231,435
Preferred Stock
$0 $0 $0
Common Stock
$0 $0 $0
Additional Paid-in Capital
$0 $0 $0
Other Stock / Equity
$0 $0 $0
Ending Retained Earnings
$1,254,256 $1,519,623 $871,326
Total Equity
$1,254,256 $1,519,623 $871,326
Total Liabilities + Equity
$1,713,966 $2,267,795 $2,102,761
Common Size Statements
Income Statement Data 12/31/2013 12/31/2014 12/31/2015 Industry*(746)
Sales (Income) 100% 100% 100% 100%
Cost of Sales (COGS) 41% 42% 43% 32%
Depreciation (COGS-related) 0% 0% 0% 4%
Direct Materials 12% 13% 12% 12%
Direct Labor 29% 29% 31% 26%
Gross Profit 59% 58% 57% 68%
Depreciation 2% 2% 2% 3%
Amortization 0% 0% 0% 0%
Overhead or S,G,& A Expenses 53% 53% 55% 52%
G & A Payroll Expense 32% 31% 34% 35%
Rent 2% 3% 3% 4%
Advertising 0% 0% 0% 1%
Salaries & Wages 0% 0% 0% 32%
Utilities 0% 0% 0% 1%
Other Operating Income 0% 0% 0% 0%
Other Operating Expenses 0% 0% 0% 5%
Operating Profit 3% 4% 0% 8%
Interest Expense 1% 0% 1% 1%
Other Income 4% 0% 0% 0%
Other Expenses 2% 0% 0% 0%
Net Profit Before Taxes 4% 4% 0% 7%
Adjusted Net Profit Before Taxes 4% 4% 0% 7%
EBITDA 7% 6% 3% 11%
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Income Statement Data 12/31/2013 12/31/2014 12/31/2015 Industry*(746) Taxes Paid 0% 0% 0% 2%
Extraordinary Gain 0% 0% 0% 0%
Extraordinary Loss 0% 0% 0% 0%
Net Income 4% 4% 0% 5%
Balance Sheet Data 12/31/2013 12/31/2014 12/31/2015 Industry* (746)
Cash (Bank Funds) 12% 14% 9% 8%
Accounts Receivable 49% 45% 44% 32%
Inventory 0% 0% 0% 1%
Other Current Assets 9% 13% 16% 4%
Other Current Assets 1 0% 0% 0% --
Total Current Assets 71% 72% 69% 56%
Gross Fixed Assets 88% 80% 92% 101%
Accumulated Depreciation 60% 54% 62% 63%
Net Fixed Assets 28% 26% 30% 38%
Gross Intangible Assets 2% 1% 1% 0%
Accumulated Amortization 0% 0% 0% 0%
Net Intangible Assets 2% 1% 1% 0%
Other Assets 0% 0% 0% 6%
Total Assets 100% 100% 100% 100%
Accounts Payable 5% 6% 5% 9%
Short Term Debt 0% 5% 0% 1%
Notes Payable / Current Portion of Long Term Debt 9% 2% 8% 5%
Other Current Liabilities 10% 10% 11% 18%
Total Current Liabilities 24% 22% 24% 39%
Notes Payable / Senior Debt 0% 11% 34% 16%
Notes Payable / Subordinated Debt 0% 0% 0% 0%
Other Long Term Liabilities 0% 0% 0% 6%
Total Long Term Liabilities 0% 11% 34% 35%
Total Liabilities 24% 33% 59% 74%
Preferred Stock 0% 0% 0% 0%
Common Stock 0% 0% 0% 1%
Additional Paid-in Capital 0% 0% 0% 0%
Other Stock / Equity 0% 0% 0% 2%
Ending Retained Earnings 66% 67% 41% 23%
Total Equity 66% 67% 41% 26%
Total Liabilities + Equity 91% 100% 100% 100%
*The industry common size figures shown above were taken from all private company data for companies with industry code 541380 for all years in all areas with yearly sales $1 million to $10 million.
Other Suggestions and Recommendations
LIQUIDITY
What are some potential ways to improve SAMPLE CO.’S ability to meet obligations as they come due?
Set longer terms for Accounts Payable when possible. For example, increase a 30-‐day payment window to 60
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days.
Increase prices selectively where possible. Done effectively, this can boost cash flow and liquidity. Good Income Statement management helps Balance Sheet performance.
Sell any unnecessary/unproductive assets the business may have to increase cash. These are assets that are not contributing sufficiently to the generation of income and cash flow.
Prepare yearly forecasts that show cash flow levels at various points in time. Consider updating these forecasts on a monthly or even bi-‐weekly basis. This can help predict/prepare for potential cash shortfalls that may occur in the future.
Monitor accounts receivable on a weekly basis, and charge interest on invoices that are past due.
Speed up the billing of customers (even three days earlier each month) in order to accelerate the collection process which can significantly improve the firm’s cash position.
PROFITS & PROFIT MARGIN
What are some things that SAMPLE CO. might do to develop favorable profitability trends?
Create good monthly budgets with cost reduction goals, broken down by account, that are put right into an accounting system (chart of accounts). This should allow management the ability to pull "variance reports", which compare budgeted revenues and expenses with actual revenues and expenses.
Obtain internal reports that identify the business's key performance indicators (KPIs), which help management make good decisions by identifying the figures that are critical to performance.
Reward the employees who perform best. To do this effectively, the business needs to monitor labor performance.
Invest in activities that can yield positive returns. For example, marketing and employee training can often improve performance for the business.
Perform an annual business check-‐up. Review financial statements and other metrics to improve performance.
Consider new methods of advertising the business to further increase sales. Be sure to track how much return (additional sales) the business gets from increases in advertising. Advertising methods should be dictated by effectiveness.
SALES
What are some things that SAMPLE CO. can consider to encourage sales growth?
Create a reputation as a reliable testing lab in order to help generate referrals from clients.
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Continuously monitor governmental regulations and industry standards so that you can provide your customers with the best service and knowledge.
Work to consistently meet the expectations of clients. Clarify client expectations up front when necessary. Effectively meeting client expectations is often central to obtaining repeat business. Match your resource allocation with customer expectations (and pricing).
Keep open communication with clients to help ensure quality service. Many clients will return to a business that takes the time to answer questions promptly and knowledgeably.
Be sure to subscribe to and READ the trade journal of the industry in which the business competes. Typically, there is no greater source of good operational information than a trade journal and there are many ideas that can help managers increase sales and keep clients.
Make it known to clients that their business is appreciated. For example, thanking clients for their business after each interaction is often a simple act that can help make clients feel valued.
Ensure that marketing materials are consistent throughout the business. Sometimes, marketing and advertising materials send different messages, which may confuse potential or existing clients.
Display the achievements of the business where appropriate. For example, obtain and display testimonials and/or awards won. This can help establish the business as a quality provider to potential clients.
NOTE: Financial analysis is not a science; it is about interpretation and evaluation of financial events. Therefore, some judgment will always be part of our reports and analyses. Before making any financial decision, always consult an experienced and knowledgeable professional (accountant, banker, financial planner, attorney, etc.).